NEW ENGLAND SPORTS TURF MANAGERS ASSOCIATION
(Revised and Adopted March 23, 2016)
ARTICLE I: NAME AND OBJECTIVE
Section 1.1 Name and Organization: The Corporation shall be organized under the New England Sports Turf Managers Foundation Trust as a non-profit organization and shall be known as New England Sports Turf Managers Association, hereinafter referred to as NESTMA. NESTMA shall be the recognized organization for promoting the Sports Turf Industry in New England representing Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. NESTMA shall act as the operational arm of the trust with the ability to raise and expend funds for the promotion of the sports turf industry in New England.
Section1.2 Objectives: The objectives shall be:
1.2.1: To encourage the collection and dissemination of scientific, educational and applied knowledge through association with those persons engaged in and who are concerned with the construction, maintenance and use of sports turf areas for superior conditions.
1.2.2: To provide educational grants and scholarships that promotes the sports turf industry.
1.2.3: To support research and development, design and use of related materials and equipment for the sports turf industry.
1.2.4: To promote and assist the national governing body of the Sports Turf Managers Association to fulfill its mission, goals and objectives.
ARTICLE II: RECORDS
Section 2.1 Membership Register: NESTMA shall keep at its registered office, or at such other place or places within the United States as the Board of Directors may determine, a membership register giving the names and addresses of the members.
Section 2.2 Records to be kept at the Registered Office: The records of this Association shall be kept at its registered office.
ARTICLE III: MEMBERS
Section 3.1 Appointment: The members of NESTMA shall be approved and accepted by the Board of Directors of the Association or its duly appointed representative.
Section 3.2 Membership Classification: There shall be two (2) classifications of members: voting and non-voting. All other rights, interests and privileges shall be equal.
Section 3.3 Categories of Voting Members: There shall be three (3) categories of voting members:
3.3.1General Membership: Persons engaged in the maintenance, research or teaching pertaining to sports turf surfaces at educational institutions, municipalities, parks or professional and private facilities, who upon payment of dues and being accepted for membership, may become active voting members in NESTMA and are eligible for election to the Board of Directors and may hold an officer position.
3.3.2 Commercial Membership: Persons engaged in commercial enterprises providing services or products to the sports turf profession, who upon payment of dues and being accepted for membership, may become active voting members and are eligible for election to the Board of Directors but may not hold an officer position.
3.3.3 Honorary: By a majority vote of the Board of Directors, Honorary membership shall be conferred upon a nominee who has made a significant contribution to the sports turf profession. Dues will be waived.
Section 3.4 Categories of Non-Voting Members: There shall be Two (2) categories of non-voting members:
3.4.1 Affiliate: Non-Voting member who is unable to hold elective office, will not be eligible to receive the Membership Directory, and must be from an organization that already has a general member in good standing. They will be bestowed membership status upon payment of dues and being accepted for membership.
3.4.2 Retired: By a majority vote of the Board of Directors, Retired non-voting membership shall be conferred upon a nominee who has been a member in good standing for at least ten (10) years. Dues will be waived.
ARTICLE IV: MEETINGS AND MEMBERS
Section 4.1 Place of Meetings: All meetings shall be announced and be held at such place as may be designated by the Board of Directors or its duly appointed representative.
Section 4.2 Annual Meetings: The Annual Meeting of the members shall be held on the day, date, time and place as determined by the Board of Directors for the election of directors and officers and the transaction of such other business as may come before the membership.
Section 4.3 Special Meetings: Special meetings of the members for any purpose may be called only by the Board of Directors, pursuant to a resolution approved by a majority of the entire Board of Directors. Business transacted at a special meeting shall be confined to the purpose stated in the call and notice thereof.
Section 4.4 Notice of Meetings: Notice of each regular and special meeting of the members stating the date, time and place thereof and the general nature of the business to be considered shall be given before the date of the meeting by whatever media the Board of Directors or its duly appointed representative deems appropriate to each member entitled to vote thereat at their address as it appears on the records of the Association.
Section 4.5 Voting rights: Each member who is entitled to vote, pursuant to the terms of these bylaws, shall be entitled to vote in person or by proxy.
ARTICLE V: BOARD OF DIRECTORS
Section 5.1 Purpose, Number, Election and Term of Office: The business and the affairs of the Association shall be managed under the direction of the Board of Directors. The Board of Directors shall be elected by the members, by paper or electronic ballot, and shall serve one (1) and two (2) year terms. No more than three (3) Commercial members may serve on the Board of Directors at any one time. Only voting members in good standing are eligible to be elected to the Board of Directors. The Board of Directors shall consist of no more than thirteen (13) members. If there are not enough candidates to fill out the Board, the President, with approval from the Board, may approve a qualified member to fill a vacancy, with priority given to members from New England states that are not adequately represented on the Board of Directors.
No more than one representative from the same Commercial Member Company may serve on the Board of Directors at one time.
Section 5.2 Quorum: At all specified Board meetings a simple majority of the Board shall constitute a legal meeting. All actions of the Board of Directors shall be by a simple majority of the members of the Board of Directors.
Section 5.3 Removal of Directors:
5.3.1 By Board of Directors Action: Any member of the Board of Directors missing two (2) consecutive meetings without valid reason or a total of four (4) meetings in a calendar year may be dismissed from the position as Director and the vacancy filled in accordance with Article V, Section 5.6.
5.3.2 By Members Action: The voting members, by a majority vote and with just cause, may remove a Director or the entire Board of Directors from office. Neither a Director nor the entire Board of Directors shall be removed from office unless the notice of the annual or special meeting at which the removal is to be considered states such purpose. When the Board of Directors or a member of the Board of Directors has been removed, new Directors may be elected at the same meeting.
Section 5.4 Meetings: Meetings of the Board of Directors shall be held at such time and place as the President shall determine.
Section 5.5 Committees: From time to time, the Board of Directors may create such standing and special committees as they may seem fit and may designate the duties and powers of such committees, provided however, that no such committee shall be given authority to amend the Bylaws of this Association. Committee chairpersons and members shall be appointed by the President from the active voting members of NESTMA.
Section 5.6 Vacancies: Vacancies occurring in any Board of Director position or committee shall be filled by the appointment of the President. Appointments made under the provision of this section shall be for the duration of the unexpired term of office vacated.
ARTICLE VI: OFFICERS
Section 6.1 Designation, Election, Eligibility and Term of Office: The Officers of this Association shall be President, President Elect, Secretary and Treasurer.
6.1.1 Election: The Secretary, Treasurer and President Elect shall be elected by a majority of the voting members casting ballots by means of written or electronic ballot.
6.1.2 Term of Office: All officers shall serve in a specific office for a term of two (2) years not to exceed two (2) consecutive elected terms in that same office.
6.1.3 Eligibility: Only voting members from the general membership who are in good standing are eligible to hold elective office.
6.1.4 Ascension Process: One candidate shall be placed on the ballot for President. No more than two candidates shall be placed on the ballot for President Elect, Secretary and Treasurer. At each annual election, the President Elect shall ascend to the President and the President to Immediate Past President. If a vacancy occurs in one or more of these offices, the SOP: Officer Vacancy Ascension Process shall be followed.
Section 6.2 Vacancies: Vacancies occurring in any office shall be filled by appointment by the President. Appointments made under the provision of this section shall be for the duration of the unexpired term of the office vacated. In the absence of the President, the President Elect will assume the duties and responsibilities of the President and fill out the remainder of the term.
Vacancies occurring in any office shall be filled as specified in the SOP: Officer Vacancy Ascension Process.
Section 6.3 Duties of the President: The President shall be the chief executive officer. The President shall preside at all the meetings of the members and at meetings of the Board of Directors. The President shall have the authority to fill all vacancies on the Board of Directors
Pursuant to sections 5.1, 5.6 and 6.2. The President shall have general charge, supervision and control of the business affairs of the Association under the direction of the Board of Directors.
Section 6.4 Duties of the President Elect: The President Elect shall represent the interests of the NESTMA members and affiliates to the Board of Directors. The President Elect shall perform the duties of the President in his or her absence or if the office is vacant.
Section 6.5 Duties of the Treasurer: The Treasurer shall monitor the financial affairs of the Association and provide a report of the financial condition to the Board of Directors at regular meetings.
Section 6.6 Duties of the Secretary: The Secretary shall keep records of all votes and minutes of the Association meetings and report to the Board of Directors.
ARTICLE VII: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 7.1 Insurance and Indemnification: This Association shall indemnify each Director, Officer, employee or agent of NESTMA against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by them to the fullest extent to which Officers and Directors may be indemnified under the terms and conditions of NESTMA Directors and Officers insurance. The Board shall also have liability insurance to cover all NESTMA sponsored events.
ARTICLE VIII: DUES
Section 8.1 Dues: The membership dues amount shall be established by a majority vote of the Board of Directors. The dues shall be collected on a yearly basis.
ARTICLE IX: FISCAL PROCEDURE
Section 9.1 Fiscal Year: The fiscal year of NESTMA shall begin on the first day of January each year and coincide with the calendar year. The budget shall be voted on by the General Membership at a publicized meeting of the current fiscal year.
Section9.2 Contracts: The Board of Directors may authorize duly designated representative or representatives to enter into contract or execute and deliver instruments in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Section 9.3 Loans: No loans shall be contracted on behalf of the association and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.
Section 9.4 Checks, Drafts, etc.: All checks, drafts or other orders for the money, notes or other evidence of indebtedness issued in the name of NESTMA shall be signed by such officer or officers, duly appointed representative or representatives of the Association and in such manner as determined by the Board of Directors.
Section 9.5 Deposits: All funds of NESTMA not otherwise employed shall be deposited in a timely manner to the credit of NESTMA in such bank, trust companies, or other depositories as the Board of Directors or duly representative may select.
Section 9.6 Audit and Financial Statement: The Board of directors shall annually cause the books and accounts of NESTMA to be audited by an independent certified public accountant every four years or with the change of a treasurer, and the BOD shall annually submit a financial statement to its members.
ARTICLE X: AMENDMENT TO BYLAWS
Section 10.1 Amendment Proposal: Amendments to the Bylaws may be brought before the Board of Directors at any time. The Board of Directors will review the proposed amendments and take action at their next scheduled meeting. A special meeting may be scheduled if approved by a majority of the Board.
Section 10.2 Amendment to the Bylaws: The Bylaws may be amended by a majority vote of the Board of Directors. All NESTMA members will receive the updated Bylaws in a timely manner.
Section 10.3 Review of Bylaws: The Board of Directors shall review the NESTMA Bylaws on a bi-annual basis.